In the context of proceedings instituted by the Autorité des marchés financiers (AMF) for alleged breaches of the statutes and regulations it administers, including the Securities Act and the Act respecting the distribution of financial products and services, it is admitted that the parties may negotiate settlement agreements in order to avoid the costs and uncertainties of trial.

The Financial Markets Administrative Tribunal (FMAT) nevertheless retains discretion to approve such agreements in accordance with the criteria of public interest and compliance with the law set out in the Act respecting the regulation of the financial sector (“ARFS”).[1]

However, where the FMAT postpones the exercise of its discretion to a later date, to what extent and on what grounds can such a decision be subject to judicial review by the Superior Court? That is the issue the Superior Court, seized of judicial review applications in two separate cases, recently considered.[2]

Background

In both cases, a settlement agreement was reached between the AMF and certain respondents with respect to proceedings instituted by the AMF. However, the FMAT, per Jean-Pierre Cristel, Administrative Judge, deferred consideration of these agreements, either to the first day of trial in the first case, or until after the trial in the second case.

In the first case, the administrative judge relied on the unavailability, prior to the first day of trial, of the two assessors appointed to the matter pursuant to section 112 ARFS.[3]

In the second case, he relied on the filing of an application for a stay of proceedings, which could have terminated the proceedings against all respondents, as well as on the risk of contradictory judgments on the merits and on the application to approve the agreement, given the identity of the allegations made against all respondents.

Judicial Review Applications

In view of these postponements, the AMF brought judicial review applications against the FMAT decisions. In judgments rendered on November 4 and November 13, 2025, respectively, Justice David R. Collier of the Superior Court dismissed the first application and granted the second, for the following reasons.

• First case: Decision of November 4, 2025

In the first case, the Superior Court held that postponing consideration of the agreement until the first day of trial, scheduled in the weeks that followed, did not amount to a refusal by the FMAT to exercise its jurisdiction under the ARFS, which may have otherwise justified judicial review.[4] The Court therefore concluded that the AMF’s application was premature, as it assumed that the FMAT would refuse to exercise its jurisdiction at that time.

Even if it were otherwise and on the same ground, the Superior Court found no denial of procedural fairness, which would have justified its intervention under the correctness standard.[5] Even applying the reasonableness standard,[6] the Court held that it could not conclude that the administrative judge acted unreasonably in requiring the presence of both assessors to advise on matters relating to the mortgage brokering profession.

In the end, the agreements were approved by the FMAT between November 19 and 24, 2025, prior to the hearing on the merits, which ultimately began on November 25, 2025.[7]

• Second case: Decision of November 13, 2025

By contrast, in the second case, the Superior Court concluded that deferring consideration of the agreement until after the trial amounted to a refusal by the FMAT to exercise its jurisdiction, thereby opening the door to judicial review.

The Court further concluded that this amounted to a refusal to hear the parties, resulting in a denial of procedural fairness and justifying review under the correctness standard.[8] In the Court’s view, the reasons relied upon by the administrative judge were indeed wrong in law.

The Court reiterated that, when deciding whether to approve a settlement agreement, the only relevant criteria are the public interest (namely whether the agreement is acceptable in light of the parties’ specific circumstances and whether the compromise is reasonable having regard to the allegations) as well as compliance with the law (namely whether the agreement enables the tribunal to establish the existence of a breach and the reasonableness of the administrative measures). The Court added that these criteria exclude consideration of extrinsic factors, such as an application for a stay of proceedings, the conclusion of future agreements between the AFM and other respondents, or the risk of contradictory judgments.

The Superior Court therefore set aside the administrative judge’s decision and remitted the matter to the FMAT so that it could promptly hear the application to approve the agreement, which was ultimately granted on January 20, 2026.[9]

Conclusion

These two Superior Court decisions are significant as they represent the first reported judicial review applications pertaining to the FMAT’s discretion to approve settlement agreements in AMF proceedings.

More specifically, they delineate the scope of that discretion by reiterating that it is governed exclusively by considerations of public interest and compliance with the law, to the exclusion of any extraneous factors.

Furthermore, where hearings to approve such agreements are postponed, these decisions serve as a reminder that the FMAT must act with diligence in accordance with procedural fairness, failing which its decisions may be subject to judicial review under the correctness standard.

While a postponement of a few weeks prior to trial will generally not amount to a refusal to exercise jurisdiction or a denial of procedural fairness, as illustrated in the first case, a postponement to an indeterminate date following trial, as demonstrated in the second case, will lead to another conclusion. Other situations will require a case-by-case analysis, taking into account, among other factors, the extent of any infringement of the parties’ fundamental rights.

[1] ARFS, sections 93 and 97(2)(6).

[2] Autorité des marchés financiers v. Tribunal administratif des marchés financiers, 2025 QCCS 3967; Autorité des marchés financiers v. Tribunal administratif des marchés financiers, 2025 QCCS 4092.

[3] This section provides that, where a member of the FMAT hears a matter whose sole object is sanctioning a violation of the rules of ethics applicable to mortgage brokers, that member is assisted by two assessors who advise him on any issue of a professional nature.

[4] Pursuant to the combined application of section 115.15.63 of the ARFS (which only allows an application for judicial review on a question of jurisdiction) and section 529(1)(3) of the Code of Civil Procedure (which provides that the Superior Court seized of an application for judicial review may direct a person holding an office within a public body to perform an act which they are by law required to perform, provided the act is not of a purely private nature).

[5] Société québécoise des infrastructures v. Ville de Montréal, 2021 QCCA 1713.

[6] Canada (Minister of Citizenship and Immigration) v. Vavilov, 2019 SCC 65 [Vavilov].

[7] Autorité des marchés financiers v. 9130-0954 Québec Inc., 2026 QCTMF 17.

[8] Pursuant to the decision in Vavilov, supra, note 6.

[9] Autorité des marchés financiers v. Mercier, 2026 QCTMF 6.